Professional Documents
Culture Documents
Your
Trusted
Partner
For Health
Vision
We aspire to be your lifetime healthcare partner.
Core Values
COMPASSION
COMMITMENT
EXCELLENCE
VALUE
We seek always
to create value
for you.
Your
Trusted
Partner
For Health
From left to right: Orthopaedic Surgeon Dr Lim Yeow Wai, Principal Radiographer
Goh Eik Heau, Resident Physician Dr Shirley Kwee, Corporate Services Senior
Executive Josh Lim and Staff Nurse Lai Siew Theng.
TEAM-BASED CARE
Contents
Your Trusted Partner for Health
02 Financial Highlights
Your Health, Our Promise
06 Chairmans Message
08 Board of Directors
10 Further Information on
Board of Directors
12 Senior Management
14 Clinical Leaders
40 Financial Report
100 Shareholdings Statistics
102 Notice of Annual General Meeting
Proxy Form
01
Financial Highlights
63%
Revenue
Contribution
by Segment
Hospital
Services
34%
Healthcare
Services
3%
Investment
2013
Performance
At A Glance
6.2%
Group Revenue
Operating Profit
9.4%
02
12.4%
49.1%
42.2%
2013
311.6
2012
14.6
2012
9.36
15.1
2011
8.51
2010
18.0
2013
10.42
2011
2009
2012
38.0
2009
45.5
2010
218.6
2009
50.6
2011
239.1
2010
57.2
2012
272.8
2011
85.3
2013
15.8
2010
7.22
15.2
2009
Financial Summary
2009
$000
2010
$000
2011
$000
2012
$000
2013
$000
218,610
239,123
272,783
311,633
340,989
52,220
59,955
66,750
74,258
102,595
Operating Profit
45,277
52,969
59,510
66,355
94,327
45,047
53,096
59,440
66,585
95,238
38,033
45,482
50,621
57,209
85,295
7.22
8.51
9.36
10.42
15.24
48.04
54.46
62.51
71.29
85.31
15.2
15.8
15.1
14.6
18.0
Revenue
03
Your Health
Our Promise
For 37 years, caring for our
patients has been our top
priority. At Raffles, we channel
our capabilities to ensure that
our patients enjoy the best
care. Seeing you healthy and
happy is our greatest reward.
05
Chairmans Message
06
DEAR SHAREHOLDERS
Appreciation
We are grateful for the 254 multi-specialty physicians, 615 nurses
and allied health professionals, 62 healthcare managers and 751
ancillary and support staff serving all our patients professionally
and compassionately, as a team. We proudly receive numerous
compliments and accolades commending their good work.
In the year, Board Member Mr Olivier Lim left the Board to focus on
his new and greater responsibilities at CapitaLand. We record our
appreciation to him for his contributions, support and wise counsel
and we wish him great success in his endeavours.
The Group acquired the 1,978 square metres land adjacent to the
Raffles Hospital from Singapore Land Authority on 21 January 2014.
Together with the previously approved intensification of the existing
hospital land, a new extension of approximately 210,000 square feet
will be built on the adjacent land.
The project is estimated to cost $310 million and the additional space
is expected to be ready in 2016. This will provide the hospital space
for expanding its services over the next few years.
07
Board of Directors
Front row (from left to right): Dr Wee Beng Geok, Dr Loo Choon Yong and Mr Tan Soo Nan.
Back row (from left to right): Mr Kee Teck Koon, Mr Koh Poh Tiong, Mr Raymond Lim Siang Keat and Professor Lim Pin.
Dr Loo was awarded the Singapore National Day Awards Public Service
Medal (2003) and Public Service Star (2009) and the Distinguished
Service Award (2005) from the Ministry of Home Affairs for his
contributions to Singapores fight against drug abuse.
Dr Loo was awarded the Best Chief Executive Officer (mid-cap
category) of the Singapore Corporate Awards 2010 organised by The
Business Times and supported by the Singapore Stock Exchange.
He was named Businessman of the Year at the Singapore Business
Awards 2013 organised by The Business Times and DHL Express
Singapore.
09
Bachelor of Arts
Master of Arts in Engineering Science
(University of Oxford, United Kingdom)
Independent Director
10
11
Senior Management
Front row (from left to right): Dr Prem Kumar Nair, Dr Loo Choon Yong and Mr Lui Chong Chee.
Back row (from left to right): Mr Lawrence Lim, Ms Doreen Tan, Dr Joseph Soon, Dr Kenneth Wu, Mr Danny Yap, Mrs Kimmy Goh and Mr Teo Kah Ling.
12
Mr Lawrence Lim
Director, Corporate Development, Raffles Medical Group
Mr Lawrence Lim is the Director of Corporate Development responsible
for healthcare facility and institutional development projects. He was
the General Manager of Raffles Hospital for a period of 10 years from
its inception in 2000 to 2012. During this period, he held concurrent
Mr Danny Yap
General Manager, Raffles Health Insurance
Mr Danny Yap is the Principal Officer & General Manager of Raffles
Health Insurance. He has been with the company since March 2012.
He is responsible for the day to day development and implementation
of the health insurance business activities. He provides leadership to
drive growth and profitability in the business and is responsible for
the conduct of business and ensures compliance with the insurance
laws and regulations for the Group.
He has more than 26 years experience in the insurance industry,
having held senior management positions with various organisations
including the General Manager for HSBC Insurance (Singapore) Pte
Ltd and the Chief Marketing Officer for AXA Life Singapore Pte Ltd.
Mr Yap has an economics degree from Macquarie University, Australia.
Dr Kenneth Wu
General Manager, Raffles Hospital
Dr Kenneth Wu is responsible for the ambulatory, inpatient and
support operations at Raffles Hospital.
Since joining the Group in 1997, he has progressed through both
clinical and operational management roles, and was the General
Manager of Raffles Medical Clinics prior to his current position. He
was with the Ministry of Health before joining the Group.
Dr Wu graduated with a MBBS (Bachelor of Medicine, Bachelor of
Surgery) from the National University of Singapore in 1989. In 2007,
he graduated with a GDFM (Graduate Diploma Family Medicine) from
the National University of Singapore.
Dr Joseph Soon
General Manager, Raffles Medical Clinics
Dr Joseph Soon is the General Manager for Raffles Medical & Raffles
Dental.
He previously held the position of Director, Projects Office in the
National Healthcare Group; Director, Corporate Development at
the Institute of Mental Health and Director, Dental Division National
Healthcare Group Polyclinics concurrently until he joined Raffles
Medical Group in April 2011. Prior to those appointments, Dr Soon
was the Head of the Strategic Planning Office in NHG Polyclinics
as well as the General Manager for the Singapore Footcare Centre.
Ms Doreen Tan
Director, Human Resource, Raffles Medical Group
Ms Doreen Tan joined Raffles Medical Group as Director, Human
Resource in March 2012. She guides and manages the overall
provision of Human Resource services, policies and programs for the
Group, covering areas such as recruitment and staffing, compensation
and benefits, and employee development and training.
She was formerly from SilkAir (Singapore) Pte Ltd, a subsidiary of
Singapore Airlines Ltd, where she held the position of Vice President
Finance and Human Resource.
Ms Tan graduated from the National University of Singapore with
a Bachelor of Accountancy and is a non-practising Member of the
Institute of Singapore Chartered Accountants.
13
Clinical Leaders
Dr Alfred Loh
Dr Yang Ching Yu
Dr Wilson Wong
Medical Director
Raffles Hospital
Medical Director
Raffles Hospital
Medical Director
Raffles Medical
Dr Onishi Yoichi
Dr Charles Poon
Medical Director,
Raffles Health Insurance
Medical Director
Raffles Japanese Clinic
Medical Director
Raffles Medical Shanghai
Medical Director
Raffles Medical
14
Dr Stanley Liew
Deputy Medical Director
Raffles Hospital
Dr Donald Poon
Dr Motoda Lena
Dr Lee I-Wuen
Medical Director
Raffles Hospital
15
Your Needs
Our Expertise
Your healthcare needs evolve
as you journey through life.
To meet your changing needs,
we continue to expand our
suite of healthcare services
and to strengthen our clinical
expertise. Our ability to provide
integrated multi-disciplinary
care means we will always be
there for you.
16
17
Operations Review
INTRODUCTION
Your Trusted Partner for Health - is Raffles Medical Groups vision
and unwavering promise to its patients who have walked through its
doors for the past 37 years. Excelling in all that it does, the Group
serves the youngest to the oldest patient with compassion and integrity.
In 2013, the Group achieved record revenue of $341.0 million, an
increase of 9.4% as compared to $311.6 million in 2012. Profit after
tax for the Group grew by 49.1% attaining a record $85.3 million.
The Hospital Services division increased its revenue by 12.4% and
Healthcare Services division grew by 6.2%.
RAFFLES HOSPITAL
These new centres harness the strength of our group practice model,
allowing specialists from different specialities to care for patients
in one stop centres, such as plastic surgeons and dermatologists
from Raffles Skin & Aesthetics Centre; neurologists, neurosurgeons
and interventional neuro-radiologists working as a team in Raffles
Neuroscience Centre.
2014 will see the introduction of Nuclear Medicine services, including
a PET/CT scanner, sited within the hospital. This will enable a range
of services and diagnostics in the area of nuclear and molecular
medicine to be introduced in support of specialties in oncology,
cardiology and neurology.
Three public health seminars were organised in partnership with
Channel NewsAsia in 2013. Doctors from various specialties came
together to give comprehensive talks on cardiology and neurology,
allergy, and bone health.
18
raffles MEDICAL
raffles DENTAL
3
19
20
CORPORATE DEVELOPMENT
Raffles Hospital Extension
21
CORPORATE GOVERNANCE
The Group shares and declares information on personal and corporate
conflicts of interest and seeks guidance, where necessary, from higher
authority before acting. It is committed to ensuring that business is
conducted in all respects according to rigorous ethical, professional
and legal standards. All the laws that regulate and apply will be
complied with.
All groups and individuals with whom it has a business relationship
will be treated in a fair, open and respectful manner. Competition
will be reasonable and based upon the quality, value and integrity
of the products and services being supplied.
Feedback on performance will be actively sought, and the Group
continually reviews all activities to ensure that best practice is observed
at all times. It allows patients and vendors to give feedback on its
performance and ensures that all comments are analysed, responded
to and where appropriate, acted upon. In addition, action plans will
be developed to ensure continuous improvement is achieved.
ENVIRONMENT
RMG endeavours to reduce its impact on the environment by:
Conducting audits and taking corrective actions to reduce adverse
environmental impact
Promoting the efficient use of resources and energy
Providing environmental awareness training for its employees
Continually improving the management of our surrounding
environment
22
HUMAN RIGHTS
As a group, RMG supports and respects the protection of internationally
proclaimed human rights. In line with this, the Group prohibits the use
of child labour and any forms of forced labour, and does not accept
the use of child or forced labour by our suppliers or subcontractors.
CHARITY
The Group strives to be a good corporate citizen. Over the years,
RMG has developed various CSR programmes to make a difference
in the lives of many.
Share-A-Gift
As an outreach to the less-privileged in the community, close to 50
staff from RMG came together on 7 December 2013 in support of
the annual Share-A-Gift project by The Boys Brigade. A total of 17
cars lined up at Kallang to deliver 170 bags of food supplies to 100
under-privileged families. The participants including children of the
staff, spent several hours delivering the food supplies.
Christmas Charity
The Group organised its first group-wide charity event on 11 December
2013. Staff teamed up to sponsor items ranging from groceries to
useful gifts for the beneficiaries of four adopted charities. The items
collected reached a total of 252 elderly residents from Peacehaven and
Rochore Kongsi, as well as 313 children and teens from Gracehaven
and Prison Support Services. The response was overwhelming as
many staff stepped forward to spread the Christmas cheer to the
beneficiaries through their generous giving.
EDUCATION
Bursary Award
The RMG Bursary was introduced in 2011 to provide financial
assistance to employees for their childrens education as access to
a good education allows their children a head start in life and career.
Since then, a total of 13 bursaries had been awarded.
Scholarship
RMG grooms and nurtures dedicated individuals with the interest to
pursue a career in healthcare. To this end, the Raffles Medical Group
Scholarship aims to award 35 scholarships over 5 years to promising
students who wish to pursue nursing, pharmacy, biomedical sciences,
accountancy, and business management courses. $2.1 million was
set aside for the scholarship programme that started in 2012. In the
first year, five scholarships were awarded to the first batch of RMG
scholars. An additional eight scholarships were awarded in 2013.
1 RMG maintains a safe and healthy work environment for its employees.
2 Green initiatives are adopted to reduce energy consumption in the Raffles
Hospital building.
3 Senior Physician Dr Melvyn Wong providing medical advice to a resident at
Rochore Kongsi Home for the Aged.
4 Staff of RMG getting ready for the flag off in support of the annual Share-AGift project by The Boys Brigade.
5 The first batch of students who were awarded with the Raffles Medical Group
Scholarship.
23
Your Trust
Our Mission
The Raffles brand is synonymous
with quality and excellence.
We serve with compassion
and professionalism. Through
constant advancement and
innovation, we realise our
mission of enhancing health
and providing the best in total
healthcare.
25
Professional Governance
MEDICAL BOARD
Dr JJ Murugasu (Chairman)
Professor Edward Tock (Co-Chairman)
Dr Yang Ching Yu
Dr Law Ngai Moh
Dr Lee I-Wuen
Dr Eric Teh
Dr Donald Poon
Dr Lim Yeow Wai
Dr Lim Kok Bin
Ms Teo Poh Lin
Dr Ho Kok Yuen
Dr Manish Taneja
Dr Alfred Loh (Ex-Officio)
Professor Walter Tan (Ex-Officio)
Ms Kartini Sameejan (Secretary)
CREDENTIALLING &
PRIVILEGING COMMITTEE
Dr Yang Ching Yu (Chairman)
Dr Khoo Chong Yew
Dr Alfred Loh
Dr S Krishnamoorthy
Professor Walter Tan (Ex-Officio)
ETHICS COMMITTEE
Dr JJ Murugasu (Chairman)
Professor Walter Tan
Professor Nambiar Rajmohan
Professor Edward Tock
Associate Professor Chew Chin Hin
Dr Alfred Loh
Reverend Dr Isaac Lim
Mr Mike Barclay
Mr Victor Lye
Mr Moiz Tyebally
QUALITY COMMITTEE
26
MEDICAL BOARD
Dr Wilson Wong (Chairman)
Dr Chng Shih Kiat (Co-Chairman)
Dr Alfred Loh
Dr Yii Hee Seng
Dr Salleh Omar Alkhatia
Dr Hoo Kai Meng
Dr Chin Min Kwong
Dr Choo Shiao Hoe
27
Corporate Information
BOARD OF DIRECTORS
COMPANY SECRETARY
AUDIT COMMITTEE
AUDITORS
KPMG LLP
Chartered Accountants
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
Partner-in-Charge: Ms Kum Chew Foong
Year of Appointment: 2009
SHARE REGISTRAR
M & C Services Private Limited
112 Robinson Road
#05-01
Singapore 068902
PRINCIPAL BANKERS
DBS Bank Ltd
Oversea-Chinese Banking Corporation Limited
United Overseas Bank Limited
REGISTERED OFFICE
585 North Bridge Road
Raffles Hospital #11-00
Singapore 188770
Tel : 6311 1111
Fax : 6338 1318
Email: enquiries@raffleshospital.com
BOARD OF DIRECTORS
AUDITORS
KPMG LLP
Chartered Accountants
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
Partner-in-Charge: Mr Venkat Iyer
Year of Appointment: 2005
COMPANY SECRETARY
Mrs Kimmy Goh
PRINCIPAL BANKERS
DBS Bank Ltd
Oversea-Chinese Banking Corporation Limited
United Overseas Bank Limited
28
Corporate Governance
CORPORATE GOVERNANCE STATEMENT
The Directors and Management of Raffles Medical Group (RMG) are committed to comply with the Code of Corporate Governance
(the Code) issued by the Corporate Governance Committee in 2012 to enhance the Groups existing governance regime.
To ensure greater transparency and protection of shareholders interests and with the increasing emphasis on risk governance and
heightened risks as well as greater complexity in the business and economic environment, the duties and responsibilities of the Audit
Committee have been expanded to assist the Board in overseeing the governance of risk in the Groups business.
This statement outlines the main corporate governance practices that have been in place throughout the financial year.
29
No. of
Meetings
Held
4
4
4
4
4
4
4
4
Audit Committee
No. of
Meetings
Attended
4
4
4
4
4
4
2
3
No. of
Meetings
Held
4
4
4
4
4
NA
NA
NA
No. of
Meetings
Attended
1
3
3
1
4
NA
NA
NA
Notes:
(1) Both Dr Loo Choon Yong and Dr Wee Beng Geok retired from the AC on 24 April 2013.
(2) Mr Koh Poh Tiong was appointed as a Member of the AC on 24 April 2013. Mr Koh was also appointed the Lead Independent Director and a Member of the NCC on
2 January 2014.
(3) Mr Kee Teck Koon was appointed as Chairman of the AC on 24 April 2013.
(4) Mr Lim Tse Ghow Olivier ceased to be an Independent Director on 29 June 2013.
(5) Mr Raymond Lim Siang Keat was appointed to the Board on 25 April 2013 and a Member of the AC on 2 January 2014.
NA: Not applicable
Name of Director
Date of First
Appointment
16/05/1989
03/10/2011
03/01/2012
27/11/2000
28/07/2000
19/02/2001
25/04/2013
30
Nature of
Appointment
Executive/
Non-Independent
Non-Executive/
Independent
Non-Executive/
Independent
Non-Executive/
Independent
Non-Executive/
Non-Independent
Non-Executive/
Independent
Non-Executive/
Independent
Date of Last
Re-election as
Director
Position
Held on the
Board
29/04/2011
Chairman
NA
Lead Independent
Director
NA
Director
23/04/2013
Director
23/04/2013
Director
23/04/2013
Director
NA
Director
Other
Functions
Member of
NCC
Member of
AC and NCC
Chairman of
AC
Chairman of
NCC
Member of
AC
Member of
NCC
Member of
AC
Particulars of the interests of Directors who held office at the end of the financial year in shares, debentures, warrants and share
options in the Company and in related corporations (other than wholly-owned subsidiaries) are set out in the Directors Report.
INDEPENDENT MEMBERS OF THE BOARD
There is a strong and independent element in the Board. Five of the seven members of the Board are Independent Directors namely
Mr Koh Poh Tiong, Mr Kee Teck Koon, Dr Wee Beng Geok, Professor Lim Pin and Mr Raymond Lim Siang Keat. The criterion of
independence is based on the definition given in the Code. The Board considers an Independent Director as one who has no
relationship with the Company, its related corporations, its 10% shareholders or its officers that could interfere, or be reasonably
perceived to interfere, with the exercise of the business judgement of the Directors independently for the best interests of the Group
as a whole.
As Non-Executive members of the Board, the Independent Directors exercise no management functions in the Company or any of
its subsidiaries. Although all the Directors are equally responsible for the performance of the Group, the role of the Non-Executive
Directors is particularly important in ensuring that the strategies proposed by the Executive Management are fully discussed and
rigorously examined by taking into account the long-term interests, not only from the perspective of all shareholders, but also of
employees, customers, suppliers and the many communities in which the Group conducts its business.
The Board considers its Non-Executive Directors to be of sufficient calibre and number. Their views are of sufficient weight that no
individual or small group can dominate the Boards decision-making processes. The Non-Executive Directors have no financial or
contractual interests in the Group other than by way of their fees, shareholdings and participation in the Employees Share Option
Scheme of the Company as set out in the Directors Report.
Dr Wee Beng Geok and Professor Lim Pin have served for a continuous period of more than 9 years. In compliance with the guidelines,
the independence of the two Directors had been subjected to rigorous review by the Board. In spite of their length of service, these
Directors are still considered independent. Their roles are of non-executive nature and they are also not involved in the day-to-day
business and operations of the Group. Over time, they have also developed independent and invaluable insights into the Groups
management. These Directors have also demonstrated objectivity in character and judgement in the discharge of their duties as
Directors of the Company.
31
Key information regarding the Directors is set out on pages 8 to 11 of the Annual Report.
The Companys Articles of Association provides that one-third of the Directors shall retire from office and subject themselves to reelection at the Annual General Meeting. All Directors are required to retire from office at least once in every three years.
32
33
Remuneration Band
2013
1
7
8
2012 (2)
1
7
8
(1)
Notes:
(1) Includes Directors remuneration payable to Mr Lim Tse Ghow Olivier who ceased to be an Independent Director on 29 June 2013.
(2) Includes Directors remuneration payable to Mr Tham Kui Seng who had retired on 27 April 2012.
Summary of the compensation table for the year ended 31 December 2013 (Group):
Name of Director
Salary (1)
%
Bonus (2)
%
Directors Fees
%
Share Options
Grants
%
Total
Compensation
%
94
100
64
36
100
68
32
100
59
41
100
54
46
100
57
43
100
97
100
100
100
The salary amount shown is inclusive of allowances and statutory contributions to the Central Provident Fund.
The bonus amount shown is inclusive of statutory contributions to the Central Provident Fund.
Mr Lim Tse Ghow Olivier ceased to be an Independent Director on 29 June 2013.
Mr Raymond Lim Siang Keat was appointed Independent Director on 25 April 2013.
34
(d)
(e)
(f)
It is the view of the Board that it is in the best interest of the Company to have the Executive Chairman, Dr Loo Choon Yong, sit on the
NCC. The Board believes that Dr Loo Choon Yongs long experience in the healthcare industry and inputs are necessary to enable
the Company to compensate satisfactorily the key executives and clinicians in the competitive healthcare industry. Furthermore, the
Committee, comprising three other Independent Directors reviews the compensation of the Executive Chairman to ensure that he is
appropriately rewarded, giving due regard to the financial and commercial health and business needs of the Group.
AUDIT COMMITTEE
The composition of the AC and its delegated duties are set out in the section under Principle 12 of this Statement.
35
36
37
38
DEALINGS IN SECURITIES
In line with the best practices on dealing in securities set out in the SGX-ST Listing Manual, the Group requires all Directors and
Management not to trade in the Companys securities during the period beginning two weeks and a month before the date of the
announcement of the quarterly and full year results respectively and ending on the date of the announcement of the relevant results.
The Directors and Management are not expected to deal in the Companys securities on considerations of a short term nature. They
are required to observe insider trading provisions under the Securities and Futures Act at all times even when dealing in the Companys
securities within the permitted periods. Directors of the Company are required to report all dealings to the Company Secretary.
Name of
Interested Person
Nil
The above IPT was conducted on normal commercial terms. The AC was also of the view that the IPT was not prejudicial to the
interests of the Company and its minority shareholders.
39
Financial
Report
CONTENTS
41 Directors Report
49 Statement by Directors
50 Independent Auditors Report
51 Statements of Financial Position
52 Consolidated Income Statement
53 Consolidated Statement of
Comprehensive Income
54 Consolidated Statement of
Changes in Equity
56 Consolidated Statement of Cash Flows
57 Notes to the Financial Statements
100 Shareholdings Statistics
102 Notice of Annual General Meeting
Proxy Form
40
Directors Report
Year ended 31 December 2013
We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the
financial year ended 31 December 2013.
Directors
The directors in office at the date of this report are as follows:
Dr Loo Choon Yong
Mr Koh Poh Tiong
Mr Kee Teck Koon
Dr Wee Beng Geok
Mr Tan Soo Nan
Professor Lim Pin
Mr Raymond Lim Siang Keat (Appointed on 25 April 2013)
Directors interests
According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the
Act), particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and
infant children) in shares, debentures, warrants and share options in the Company and in a related corporation are as follows:
The Company
Ordinary Shares
233,006,897
Date
of grant
20,000
20,000
$2.34
02/04/2012
60,000 $3.28 01/04/2013
20,000
20,000
$2.34
02/04/2012
60,000 $3.28 01/04/2013
48,000
$1.24
01/04/2008
120,000 120,000 $0.78 01/04/2009
70,000 70,000 $1.66 01/04/2010
70,000 70,000 $2.20 01/04/2011
80,000 80,000 $2.34 02/04/2012
80,000 $3.28 01/04/2013
41
Date
of grant
Options to subscribe for ordinary shares
Mr Tan Soo Nan
120,000
$0.78
01/04/2009
70,000 70,000 $1.66 01/04/2010
70,000 70,000 $2.20 01/04/2011
80,000 80,000 $2.34 02/04/2012
80,000 $3.28 01/04/2013
Professor Lim Pin
60,000
$2.20
01/04/2011
70,000 40,000 $2.34 02/04/2012
60,000 $3.28 01/04/2013
Holdings in the name
Other holdings in which
of the director, spouse
the director is deemed
or infant children
to have an interest
At beginning
At end
At beginning
At end
Immediate Holding Company
of the year
of the year
of the year
of the year
Ordinary Shares
The options in the Company granted in 2009 to 2013 are exercisable during a period commencing 12 months from the Date of
Grant for the first 30,000 shares, 24 months from the Date of Grant for the next 30,000 shares and the balance after 36 months and
expires at the end of 60 months from the Date of Grant.
By virtue of Section 7 of the Act, Dr Loo Choon Yong is deemed to have an interest in all of the wholly-owned subsidiaries of Raffles
Medical Group Ltd, at the beginning and at the end of the financial year.
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures,
warrants or share options of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment
if later, or at the end of the financial year.
There were no changes in any of the above mentioned interests in the Company between the end of the financial year and 21 January
2014.
Except as disclosed under the Share Options section of this report, neither at the end of, nor at any time during the financial year,
was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company
to acquire benefits by means of the acquisition of shares, debentures, warrants or share options of the Company or any other body
corporate.
Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in notes 24 and 25 to the financial
statements, since the end of the last financial year, no director has received or become entitled to receive, a benefit by reason of a
contract made by the Company or a related corporation with the director, or with a firm of which he is a member, or with a company
in which he has a substantial financial interest.
42
Share options
Employees Share Option Scheme
Raffles Medical Group (2000) Share Option Scheme
(1) On 31 October 2000, the shareholders of the Company approved the Raffles Medical Group (2000) Share Option Scheme (RMG
2000 Scheme) at the Extraordinary General Meeting. Details of the RMG 2000 Scheme were set out in the Directors Report for
the financial year ended 31 December 2000.
(2) The RMG 2000 Scheme is administered by the Nomination & Compensation Committee (Committee) comprising the following
directors:
(3) No additional options were granted pursuant to the RMG 2000 Scheme for the financial year ended 31 December 2013.
(4) As at 31 December 2013, outstanding options to take up unissued ordinary shares in the Company under the RMG 2000
Scheme were as follows:
Date of
Exercise
grant
price
of options
per share
Options
outstanding
at
Options
1 January
Options
forfeited/
2013
exercised
expired
Options
outstanding
at
31 December
2013
31/03/2003 $0.185
139,000
139,000
01/04/2004 $0.330
226,000
84,000
01/04/2005 $0.420
375,000
168,000
03/04/2006 $0.710
1,067,000
475,000
6,000
02/04/2007 $1.150
1,217,000
131,000 74,000
01/04/2008 $1.240
1,221,000
269,000 49,000
01/04/2009 $0.780
2,608,000
501,000 188,000
01/04/2010 $1.660
3,448,000
802,000 18,000
7,397,000
10,301,000
2,569,000 335,000
Number
of option
holders at
31 December
2013
142,000
207,000
586,000
22
1,012,000
54
903,000
76
1,919,000
66
2,628,000
136
(5) Since the commencement of the Scheme, no options have been granted to controlling shareholders of the Company and their
associated companies and parent group employees. No participant has received 5% or more of the total number of options
available under the Scheme. There is no discount granted to the subscription price of the option compared to the last dealt
price for three consecutive market days preceding to the date of the option.
43
Total
Aggregate options
granted since
commencement of
Scheme to
31 December 2013
Aggregate options
exercised since
commencement of
Scheme to
31 December 2013
Aggregate options
outstanding
as at
31 December 2013
1,138,000
1,238,000
968,000
948,000
1,168,000
968,000
190,000
70,000
3,344,000
3,084,000
260,000
(i)
(ii) in relation to shares for which the subscription price is determined at a discount to market value, a period commencing
on such date in respect of such proportion of the option amount as the Committee may prescribe (but which shall
in any event be no earlier than the date immediately after the second anniversary of the Date of Grant) and ending
on the date immediately before the tenth anniversary of such Date of Grant for an employee and ending on the date
immediately before the fifth anniversary of such Date of Grant for a non-employee.
in relation to shares for which the subscription price is determined on market value, a period commencing on such
date in respect of such proportion of the option amount as the Committee may prescribe (but which shall in any
event be no earlier than the date immediately after the first anniversary of the Date of Grant) and ending on the date
immediately before the tenth anniversary of such Date of Grant for an employee and ending on the date immediately
before the fifth anniversary of such Date of Grant for a non-employee; and
(b) The number of shares which may be acquired by a participant and the exercise price are subject to adjustment, by reason
of any issue of additional shares in the Company by way of rights or capitalisation of profits or reserves made which an
option remains unexercised.
44
(a) the aggregate number of shares over which options may be granted when added to the number of shares issued and issuable
in respect of all options granted under the RMG 2010 Scheme and in respect of all other share-based incentive schemes
of the Company (if any), shall not exceed 15% of the total issued shares (excluding treasury shares) of the Company on
the date preceding the offer date of an option.
(b) the number of shares to be offered to any Group employee in accordance with the RMG 2010 Scheme shall be determined
at the absolute discretion of the Committee, who shall take into account (where applicable) criteria such as rank,
responsibilities, past performance, length of service, contributions to the Group and potential for future development of
that Group employee, provided that in relation to Controlling Shareholder(s) or their Associates:
(i)
the aggregate number of shares which may be offered by way of grant of options to Group employees who are Controlling
Shareholder(s) and/or their Associates shall not exceed 25% of the total number of shares available under the RMG
2010 Scheme; and
(ii) the aggregate number of shares which may be offered by way of grant of options to each Group employee who is a
Controlling Shareholder or his Associate shall not exceed 10% of the total number of shares available under the RMG
2010 Scheme.
(3) Subject to any adjustment pursuant to any variation of the share capital of the Company, the subscription price for each share
under the RMG 2010 Scheme shall be:
(a) a price equal to the average of the last dealt prices for a share, as determined by reference to the daily official list or
other publication published by the Singapore Exchange Securities Trading Limited for the three consecutive market days
immediately preceding the offer date of that option, rounded up to the nearest whole cent, provided that in the case
of a Market Price Option that is proposed to be granted to a Controlling Shareholder or an Associate of a Controlling
Shareholder, the Subscription Price for each share shall be equal to the average of the last dealt price(s) for a share, as
determined by reference to the daily official list published by the Singapore Exchange Securities Trading Limited, for the
three consecutive market days immediately preceding the latest practicable date prior to the date of any circular, letter or
notice to the Shareholders proposing to seek their approval of the grant of such options to such Controlling Shareholder
and/or Associate of a Controlling Shareholder; or
(b) the discounted value of the share price determined under (a) above, provided that the maximum discount shall not exceed
20% of (a) above, and
(c) the prior approval of the shareholders of the Company in general meeting shall have been obtained for the making of offers
and grants of options at a discount not exceeding the maximum discount in a separate resolution (for the avoidance of
doubt, such prior approval shall be required to be obtained only once and, once obtained, shall, unless revoked, authorise
the making of offers and grants of options under the RMG 2010 Scheme at such discount for the duration of the RMG
2010 Scheme), or
(d) the prior approval of the shareholders of the Company in general meeting shall have been obtained for the discount
exceeding 20% of the market price if it is prescribed or permitted for the time being by the Singapore Exchange Securities
Trading Limited.
(4) Under the RMG 2010 Scheme, an option may be exercised in whole or in part only in respect of 1,000 shares or any multiple
thereof:
(a) in relation to shares for which the subscription price is determined on market value, during the period commencing after
the first anniversary of the offer date and expiring on the tenth anniversary of such offer date; and
(b) in relation to shares for which the subscription price is determined at a discount to the market value, during the period
commencing after the second anniversary of the offer date and expiring on the tenth anniversary of such offer date.
Save that the option period for an option granted to a participant, who is a non-executive director (including independent director)
of any member of the Group or a permanent part-time visiting consultant specialist contracted or engaged for service on a
regular basis by the Group but whose hours of work is not full-time, shall expire on the fifth anniversary of the Date of Grant.
45
(8) On 1 April 2013, additional options were granted pursuant to the RMG 2010 Scheme to subscribe for ordinary shares at an
exercise price of $3.28 as follows:
Company
Directors of the Company and Executive Directors of the subsidiaries
Other participants
970,000
5,230,000
6,200,000
(9) Since the commencement of the Scheme, no options have been granted to controlling shareholders of the Company and their
associated companies and parent group employees. No participant has received 5% or more of the total number of options
available under the Scheme. There is no discount granted to the subscription price of the option compared to the last dealt
price for three consecutive market days preceding to the date of the option.
(10) As at 31 December 2013, outstanding options to take up unissued ordinary shares in the Company under the RMG 2010
Scheme were as follows:
Options
Options
Number
outstanding
outstanding
of option
Date of
Exercise
at
Options
at
holders at
grant
price
1 January
Options
Options
forfeited/
31 December
31 December
of options
per share
2013
granted
exercised
expired
2013
2013
01/04/2011
02/04/2012
01/04/2013
$2.20
$2.34
$3.28
46
4,042,000
851,000
58,000
5,623,000
679,000
248,000
6,200,000
226,000
3,133,000
4,696,000
5,974,000
202
302
430
Aggregate
options
granted since
commencement
of Scheme to
31 December 2013
Aggregate
options
exercised since
commencement
of Scheme to
31 December 2013
Total
60,000
60,000
80,000
80,000
60,000
340,000
Aggregate
options
outstanding
as at
31 December 2013
80,000
80,000
230,000
230,000
190,000
90,000
80,000
80,000
230,000
230,000
100,000
810,000
90,000
720,000
Save as disclosed above, there were no unissued shares of the Company or its subsidiaries under options granted by the Company
or its subsidiaries as at the end of the financial year.
The options granted by the Company do not entitle the holders of the options, by virtue of such holding, to any rights to participate
in any share issue of any other company.
Audit committee
The members of the Audit Committee during the year and at the date of this report are as follows:
The Audit Committee performs the functions specified in Section 201B of the Act, the SGX Listing Manual and the Code of Corporate
Governance.
The Audit Committee has held four meetings since the last directors report. In performing its functions, the Audit Committee met with
the Companys external and internal auditors to discuss the scope of their work and the results of their examination and evaluation
of the Companys internal accounting control system.
The Audit Committee also reviewed the following:
assistance provided by the Companys officers to the external and internal auditors;
quarterly financial information and annual financial statements of the Group and the Company prior to their submission to the
directors of the Company for adoption; and
interested person transactions (as defined in Chapter 9 of the SGX Listing Manual).
47
Auditors
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
22 February 2014
48
Statement By Directors
Year ended 31 December 2013
In our opinion:
(a) the financial statements set out on pages 51 to 99 are drawn up so as to give a true and fair view of the state of affairs of the
Group and of the Company as at 31 December 2013 and the results, changes in equity and cash flows of the Group for the year
ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial
Reporting Standards; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they fall due.
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
22 February 2014
49
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore
22 February 2014
50
Group Company
Note 2013 2012 2013 2012
$000 $000 $000 $000
Non-current assets
Property, plant and equipment
4
153,656
153,888
4,422
4,155
Intangible assets
5
164
164
93
93
Investment properties
6
100,400
194,500
Subsidiaries
26
241,584 263,070
254,220 348,552 246,099 267,318
Current assets
Inventories 9,080 5,442 2,062 1,270
Trade and other receivables
7
44,228
38,169
16,660
66,236
Cash and cash equivalents
8
265,907
102,482
220,046
77,223
319,215 146,093 238,768 144,729
Total assets 573,435 494,645 484,867 412,047
Equity attributable to owners of the Company
Share capital
9
228,160
207,188
228,160
207,188
Reserves
9 244,344 181,234 152,217 105,395
472,504 388,422 380,377 312,583
Non-controlling interests 1,289 994
Total equity 473,793 389,416 380,377 312,583
Non-current liabilities
Deferred tax liabilities
11
2,127
1,670
435
302
2,127 1,670 435 302
Current liabilities
Trade and other payables
12
72,664
66,318
98,830
94,372
Insurance contract provisions
13
9,700
6,162
Interest-bearing liabilities
14
4,755
19,747
4,755
3,747
Current tax liabilities
10,396
11,332
470
1,043
Total liabilities
51
Note 2013 2012
$000 $000
Revenue
Other operating income
Inventories and consumables used
Purchased and contracted services
Staff costs
Depreciation of property, plant and equipment
Operating lease expenses
Other operating expenses
340,989 311,633
24,331
4,026
(38,237)
(38,736)
(24,625)
(22,386)
(170,091)
(152,275)
(8,268)
(7,903)
(7,271)
(7,165)
(22,501)
(20,839)
94,327 66,355
960
465
(49)
(235)
95,238 66,585
(9,943)
(9,376)
19 15.24 10.42
2013 2012
$000 $000
53
54
702 334,709
32
56,849 56,881
360 57,241
16,844
At 31 December 2012
994 389,416
(68) (2,534)
At 1 January 2012
55
(30)
84,892
84,862
403 85,265
2,946 (24,698)
20,972
At 31 December 2013
472,504
1,289 473,793
Total
Currency Share
attributable Non
Share
translation
option
Accumulated
to owners of
controlling
Total
capital
reserve
reserve
profits
the Company
interests
equity
Group
$000 $000 $000 $000
$000 $000 $000
At 1 January 2013
207,188 (85) 12,575 168,744 388,422
994 389,416
Note 2013 2012
$000 $000
Cash flows from operating activities
Profit before tax
95,238
66,585
Adjustments for:
Change in fair value of investment properties
(3,900)
(3,938)
Depreciation of property, plant and equipment
8,268
7,903
Equity-settled share-based payment transactions
2,946
2,236
Finance expenses
49
235
Finance income
(960)
(465)
Gain on disposal of a subsidiary
(20,388)
81,633
(10,422)
(20)
78,765
(9,043)
(177)
71,191 69,545
Cash flows from investing activities
Interest received
892
379
Proceeds from sale of property, plant and equipment
138
97
Proceeds from sale of a subsidiary
18
119,232
111,154 (10,461)
Cash flows from financing activities
Dividends paid to owners of the Company
(9,854)
(9,111)
Dividends paid to non-controlling shareholder of the subsidiary
(108)
(68)
Proceeds from issue of shares under share option scheme
6,128
4,409
Proceeds from bank loan
49,873
19,188
Repayment of bank loans
(65,024)
(20,668)
Net cash used in financing activities
(18,985) (6,250)
Net increase in cash and cash equivalents 163,360 52,834
Cash and cash equivalents at 1 January
102,482
49,691
Effect of exchange rate changes on balances
held in foreign currency
65
(43)
Cash and cash equivalents at 31 December
265,907 102,482
Raffles Medical Group Ltd (the Company) is incorporated in the Republic of Singapore and has its registered office at 585 North
Bridge Road, Raffles Hospital #11-00, Singapore 188770.
The principal activities of the Company are those relating to the operation of medical clinics and other general medical services.
The Group and the Company are the sole proprietor of the following:
Family Doctors
RafflesCare
Raffles Airport Medical Centre
Raffles Corporate Wellness
Raffles Dental Surgery
Raffles Healthcare Consultancy
Raffles Health Screeners
Raffles Medical Management
Raffles Medihelp
Raffles Optica
Raffles Pharmacare
Raffles Pharmacy
Raffles Specialist Centre
The Group and the Company are the partner of the following:
All transactions of these sole proprietorships and partnerships are reflected in the financial statements of the Company. The
principal activities of the subsidiaries are set out in note 26 to the financial statements.
The immediate and ultimate holding company during the financial year is Raffles Medical Holdings Pte Ltd, which is incorporated
in Singapore.
The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the Group).
2 Basis of preparation
2.1 Statement of compliance
The financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (FRS).
The financial statements have been prepared on the historical cost basis except for investment properties which are measured
at fair value.
These financial statements are presented in Singapore dollars, which is the Companys functional currency. All financial information
presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise stated.
57
The preparation of financial statements in conformity with FRSs requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
Information about assumptions and estimation uncertainties that have significant risk of resulting in a material adjustment within
the next financial year are included in the following notes:
Note 4
estimation of useful lives and recoverable amounts of property, plant and equipment
Note 6
fair value determination of investment properties
Note 11
utilisation of tax losses
Note 13
estimation of policy liabilities
2.5 Changes in accounting policies
(i)
From 1 January 2013, as a result of the amendments to FRS 1, the Group has modified the presentation of items of other
comprehensive income in its consolidated statement of comprehensive income, to present separately items that would
be reclassified to profit or loss in the future from those that would never be. Comparative information has also been represented accordingly.
The adoption of the amendment to FRS 1 has no impact on the recognised assets, liabilities and comprehensive income
of the Group.
The accounting policies set out below have been applied consistently to all periods presented in these financial statements, and
have been applied consistently by Group entities.
Business combinations
Business combinations are accounted for using the acquisition method in accordance with FRS 103 Business Combination
as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into
consideration potential voting rights that are currently exercisable.
58
if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree,
over the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts
are generally recognised in profit or loss.
Any contingent consideration payable is recognised at fair value at the acquisition date and included in the consideration
transferred. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within
equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.
When share-based payment awards (replacement awards) are exchanged for awards held by the acquirees employees (acquirees
awards) and relate to past services, then all or a portion of the amount of the acquirers replacement awards is included in
measuring the consideration transferred in the business combination. This determination is based on the market-based value of
the replacement awards compared with the market-based value of the acquirees awards and the extent to which the replacement
awards relate to past and/or future service.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the acquirees
net assets in the event of liquidation are measured either at fair value or at the non-controlling interests proportionate share
of the recognised amounts of the acquirees identifiable net assets, at the acquisition date. The measurement basis taken is
elected on a transaction-by-transaction basis. All other non-controlling interests are measured at acquisition-date fair value,
unless another measurement basis is required by FRSs.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities that the Group incurs in
connection with a business combination are expensed as incurred.
Changes in the Groups interest in a subsidiary that do not result in a loss of control are accounted for as transactions with
owners in their capacity as owners and therefore no adjustments are made to goodwill and no gain or loss is recognised in profit
or loss. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are based on a
proportionate amount of the net assets of the subsidiary.
Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the
Group. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if
doing so causes the non-controlling interests to have a deficit balance.
59
Loss of control
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and
the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in
profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date
that control is lost. Subsequently, it is accounted for as an equity-accounted investee or as an available-for-sale financial asset
depending on the level of influence retained.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at
the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period
are retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the
functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on
retranslation are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated
to Singapore dollars at exchange rates at the end of the reporting period. The income and expenses of foreign operations are
translated to Singapore dollars at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income and presented in the foreign currency translation
reserve (currency translation reserve) in equity. When a foreign operation is disposed of such that control is lost, the cumulative
amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on
disposal.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur
in the foreseeable future, foreign exchange gains and losses arising from such a monetary item that are considered to form part
of a net investment in a foreign operation are recognised in other comprehensive income, and are presented in the translation
reserve in equity.
60
The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets
(including assets designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that
the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the
rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards
of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the
Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only
when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and
settle the liability simultaneously.
The Group classifies non-derivative financial assets into the following categories: loans and receivables.
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such
assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans
and receivables are measured at amortised cost using the effective interest method, less any impairment losses.
Loans and receivables comprise cash and cash equivalents, and trade and other receivables.
Cash and cash equivalents comprise cash balances and bank deposits with maturities of three months or less from the acquisition
date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its
short-term commitments.
Financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date,
which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.
Financial liabilities for contingent consideration payable in a business combination are initially measured at fair value. Subsequent
changes in the fair value of the contingent consideration are recognised in profit or loss.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only
when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and
settle the liability simultaneously.
The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are
recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial
liabilities are measured at amortised cost using the effective interest method.
Other financial liabilities comprise loans and borrowings, and trade and other payables.
61
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options
are recognised as a deduction from equity, net of any tax effects.
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment
losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes:
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds
from disposal and the carrying amount of the item) is recognised in profit or loss.
Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the item
if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be
measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property,
plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed
and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component
of an item of property, plant and equipment, unless it is included in the carrying amount of another asset. Leased assets are
depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain
ownership by the end of the lease term.
Depreciation is recognised from the date that the property, plant and equipment are installed and are ready for use, or in respect
of internally constructed assets, from the date that the asset is completed and ready for use.
62
Depreciation (contd)
The estimated useful lives for the current and comparative years are as follows:
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.
Leasehold land
Leasehold properties
Medical equipment
Furniture and fittings
Office equipment
Motor vehicles
Computers
Renovations
Facilities equipment
99 years
50 years
8 to 10 years
10 years
5 to 10 years
10 years
3 to 6 years
Shorter of 6 years and term of lease
10 years
Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. For the measurement of goodwill at
initial recognition, see note 3.1.
Other intangible assets, consist of (a) assignment fees that relate to amounts paid to secure the tenancy of certain clinic premises
and (b) membership rights.
Assignment fees that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation
and accumulated impairment losses.
Membership rights that are acquired by the Group and have infinite useful lives are measured at cost less accumulated impairment
losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit
or loss as incurred.
Amortisation
Amortisation is calculated based on the cost of the asset, less its residual value.
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than
goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative years are as
follows:
Amortisation methods, useful lives and residual values are reviewed at the end of each financial year-end and adjusted if
appropriate.
Assignment fees
10 years
63
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the
ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment
property is measured at cost on initial recognition and subsequently at fair value with any change therein recognised in profit
or loss.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed
investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment
property to a working condition for their intended use and capitalised borrowing costs.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and
the carrying amount of the item) is recognised in profit or loss. When an investment property that was previously classified as
property, plant and equipment is sold, any related amount included in the revaluation reserve is transferred to retained earnings.
When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of
reclassification becomes its cost for subsequent accounting.
Property that is being constructed for future use as investment property is accounted for at fair value.
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases.
Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of
the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting
policy applicable to that asset.
Other leases are operating leases and are not recognised in the Groups statement of financial position.
3.8 Inventories
Inventories, comprising mainly pharmaceutical and medical supplies, are measured at the lower of cost and net realisable value.
Cost is determined using the weighted average cost formula and comprises all costs of purchase and other costs incurred in
bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and
estimated costs necessary to make the sale.
3.9 Impairment
A financial asset not carried at fair value through profit or loss, is assessed at the end of each reporting period to determine
whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss
event(s) has occurred after the initial recognition of the asset, and that the loss event(s) has an impact on the estimated future
cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount
due to the Group on terms that the Group would not consider otherwise, and indications that a debtor or issuer will enter
bankruptcy.
64
The Group considers evidence of impairment for loans and receivables at both a specific asset and collective level. All individually
significant receivables are assessed for specific impairment. All individually significant loans and receivables found not to be
specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans
and receivables that are not individually significant are collectively assessed for impairment by grouping together loans and
receivables with similar risk characteristics.
In assessing collective impairment, the Group uses historical trends of the probability of default, timing of recoveries and the
amount of loss incurred, adjusted for managements judgement as to whether current economic and credit conditions are such
that the actual losses are likely to be greater or less than suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying
amount and the present value of the estimated future cash flows discounted at the assets original effective interest rate. Losses
are recognised in profit or loss and reflected in an allowance account against loans and receivables. Interest on the impaired
asset continues to be recognised. When a subsequent event causes the amount of impairment loss to decrease, the decrease
in impairment loss is reversed through profit or loss.
Non-financial assets
The carrying amounts of the Groups non-financial assets, other than investment property and inventories, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets
recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available
for use, the recoverable amount is estimated each year at the same time. An impairment loss is recognised if the carrying amount
of an asset or its related cash-generating unit (CGU) exceeds recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing,
assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment
ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that
the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting
purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the
synergies of the combination.
The Groups corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets
are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which
the corporate asset is allocated.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce
the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other
assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods
are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is
reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment loss had been recognised.
65
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate
entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution
pension plans are recognised as an employee benefit expense in profit or loss in the periods during which related services are
rendered by employees.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is
provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the
Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee,
and the obligation can be estimated reliably.
The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with
a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The
amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market
performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the
number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based
payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such
conditions and there is no true-up for differences between expected and actual outcomes.
3.11 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
3.12 Revenue
Rendering of services
Revenue from rendering of services is recognised in profit or loss upon provision of healthcare, hospital and insurance services.
Rental income
Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease
incentives granted are recognised as an integral part of the total rental income, over the term of the lease. Contingent rentals
are recognised as income in the accounting period in which they are earned.
66
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease
incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the
outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic
rate of interest on the remaining balance of the liability.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease
when the lease adjustment is confirmed.
Finance income comprises interest income from bank deposits. Interest income is recognised as it accrues in profit or loss,
using the effective interest method.
Finance expenses comprises interest expense on borrowings that are recognised in profit or loss. Borrowing costs that are not
directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the
effective interest method.
Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance income
or finance expenses depending on whether foreign currency movements are in a net gain or net loss position.
3.15 Tax
Tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries to the extent that the Group is able to control the timing of the
reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.
The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects,
at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. For investment property
that is measured at fair value, the presumption that the carrying amount of the investment property will be recovered through
sale has not been rebutted. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences
when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
67
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it
is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at
each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and
whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open
tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment
relies on estimates and assumptions and may involve a series of judgements about future events. New information may become
available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax
liabilities will impact tax expense in the period that such a determination is made.
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing
the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares
outstanding during the year, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable
to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for
the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and
incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components. All
operating segments operating results are reviewed regularly by the Groups Chairman to make decisions about resources to be
allocated to the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the Groups Chairman include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Companys
headquarters), head office expenses, and tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and intangible
assets other than goodwill.
68
A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after
1 January 2013, and have not been applied in preparing these financial statements. None of these are expected to have a
significant effect on the financial statements of the Group and the Company.
59,156
31,186
4,650
740
523
10,484
8,869
2,316
1,136
208,643
Cost
At 1 January 2012
83,012
55,144
26,713
3,925
814
507
6,007
8,182
2,020
186,324
Reclassification from
investment properties 6,571
3,767
10,338
Additions
245 3,287 1,005 122
121 3,180 1,545
232
9,737
Disposals
(61)
(100)
(220) (2)
(383)
Write-off
(308) (203) (78)
(312)
(262)
(15)
(1,178)
Effect of movements
in exchange rates
(62)
(9)
(2)
(3)
(68)
(144)
At 31 December 2012 89,583
59,156
29,569
4,718
856
528
8,652
9,397
2,235
204,694
Additions
2,503
619 107
2,664
1,015
142
1,136 8,186
Disposals
(356)
(58) (25)
(439)
Write-off
(550) (698) (223)
(5) (775) (1,608)
(36)
(3,895)
Effect of movements
in exchange rates
20
11
1
65
97
Furniture
Fixed asset
Leasehold Leasehold Medical
and
Office
Motor
Facilities
work in
land
properties equipment fittings equipment vehicles Computers Renovations equipment progress
Total
Group
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000 $000
69
70
At 31 December 2013
82,010
49,967
51,320
10,262
10,188
2,578
2,409
231
230
273
326
4,430
3,267
2,056
2,157
713
702
1,136
153,656
153,888
At 31 December 2013
7,573
9,189
20,924
2,072
509
250
6,054
6,813
1,603
54,987
Carrying amounts
At 1 January 2012
77,997
48,658
9,253
1,792
221
257
1,158
1,981
579
141,896
Accumulated
depreciation
At 1 January 2012
5,015
6,486
17,460
2,133
593
250
4,849
6,201
1,441
44,428
Depreciation charge
for the year
1,279
1,350
2,273
347
99
52
1,059
1,337
107
7,903
Disposals
(52)
(100) (220)
(2)
(374)
Write-off
(280)
(168)
(65)
(301)
(249) (13)
(1,076)
Effect of movements
in exchange rates
(20)
(3)
(1)
(2)
(49)
(75)
At 31 December 2012
6,294
7,836
19,381
2,309
626
202
5,385
7,240
1,533
50,806
Depreciation charge
for the year
1,279
1,353
2,414
380
103
53
1,443
1,121
122
8,268
Disposals
(315)
(2)
(25)
(342)
Write-off
(542) (620) (220)
(5) (774) (1,605)
(27)
(3,793)
Effect of movements
in exchange rates
(14)
3
2
57
48
396
403
3,899
3,987
12,239
At 31 December 2013
878
1,034
176
(332)
713
1,080
174
(541)
269
415
63
(209)
231
195
41
(5)
2,586
2,526
551
(491)
3,140
4,122
514
(1,496)
7,817
9,372
1,519
(3,074)
At 31 December 2012
At 31 December 2013
890
816
1,073
1,110
127
157
172
213
1,313
1,008
847
851
4,422
4,155
Carrying amounts
At 1 January 2012
444
1,019
146
253
582
798
3,242
At 31 December 2012
Depreciation charge for the year
Write-off
Accumulated depreciation
At 1 January 2012
988
1,065
399
155
2,352
3,683
8,642
Depreciation charge for the year
137
173
66
40
500
576
1,492
Disposals
(5)
(152)
(157)
Write-off
(86) (158)
(50) (174) (137)
(605)
1,786
1,768
At 31 December 2013
1,850
2,190
572
408
3,534
4,973
13,527
252 183
36
859 511
1,841
(334)
(587)
(212)
(5)
(494)
(1,497) (3,129)
At 31 December 2012
Additions
Write-off
Cost
At 1 January 2012
1,432
2,084
545
408
2,934
4,481
11,884
Additions
532 319
81
927 635
2,494
Disposals
(12)
(152)
(164)
Write-off
(102) (213)
(54) (175) (143)
(687)
71
Details of major leasehold land and properties of the Group are set out below:
Description/Location
Gross Floor
Area (sq m)
Tenure
Group
Carrying Amount
2013
2012
$000
$000
72
131,977
134,609
The estimates of recoverable amounts were based on either the fair value of the property, plant and equipment determined by a
firm of independent professional valuers or the value in use of the property, plant and equipment determined by management.
The fair value is based on market value, being the estimated amount for which a property could be exchanged on the date of the
valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties
had each acted knowledgeably, prudently and without compulsion. The recoverable amounts could change significantly as a
result of changes in market conditions and the assumptions used in determining the value in use.
5 Intangible assets
Group
Membership rights
$000
Assignment fees
$000
Goodwill
$000
Total
$000
Cost
At 1 January 2012,
31 December 2012 and
31 December 2013
164
612
152
928
Accumulated amortisation
and impairment losses
At 1 January 2012
612
612
Impairment loss
152
152
At 31 December 2012 and
31 December 2013
612
152
764
Carrying amounts
At 1 January 2012
164
152
316
At 31 December 2012 and
31 December 2013
164
164
Company
Membership rights
$000
Goodwill
$000
Cost
At 1 January 2012,
31 December 2012 and
31 December 2013
93
152
Accumulated amortisation
and impairment losses
At 1 January 2012
Impairment loss
152
At 31 December 2012 and
31 December 2013
152
Carrying amounts
At 1 January 2012
93
152
At 31 December 2012 and
31 December 2013
93
Total
$000
245
152
152
245
93
Goodwill represents the excess of the purchase consideration over the fair value of the net identifiable assets acquired from the
purchase of a clinic business. In 2012, the amount was fully impaired as the Group estimates that the carrying amount is not
recoverable.
73
6 Investment properties
Note 2013 2012
Group
$000
$000
At 1 January
194,500
199,700
Reclassification to property, plant and equipment
(10,338)
Disposal
18
(98,922)
Development related costs
922
1,200
Change in fair value
3,900
3,938
At 31 December
In 2012, premises previously leased to a third party became owner-occupied. Accordingly, a portion of the leasehold land and
building previously classified under investment properties were transferred and categorised as property, plant and equipment.
Gross Floor
Description/Location
Area (sq m)
Tenure
Units within Raffles Hospital, located
3,674.6
99 years
at 585 North Bridge Road,
(2012: 3,661.0)
commencing from
Singapore 188770
01/03/1979
Units within Thong Sia building, located
3,964.0
Freehold
at 30 Bideford Road,
Singapore 229922
Units within Samsung Hub, located
491.0
999 years
at 3 Church Street,
commencing from
Singapore 049483
25/01/1827
100,400
194,500
Group
Fair Value
2013
$000
2012
$000
84,000*
81,000*
98,000
16,400
15,500
100,400
194,500
Investment properties relate to the shop units within the commercial property, Raffles Hospital building, units of commercial
space within Samsung Hub and Thong Sia building, that are leased to external customers. Each of the leases contains an initial
non-cancellable period of 1 to 10 years. This is subject to the terms and conditions of the lease agreements entered into and
subsequent renewals are negotiated with the respective lessee. On 31 October 2013, the Group disposed off its wholly-owned
subsidiary, Raffles Medical Management Pte Ltd (now known as Orchard Investment Holdings Pte Ltd), that owned Thong Sia
building (note 18).
As at 31 December 2013, investment properties are stated at fair value based on independent desktop valuation on units within
Raffles Hospital building and Samsung Hub by Jones Lang LaSalle Property Consultants Pte Ltd on the basis of open market
valuation.
Valuations reflect, when appropriate, the type of tenants actually in occupation or responsible for meeting lease commitments
or likely to be in occupation after letting vacant accommodation, and the markets general perception of their creditworthiness;
the allocation of maintenance and insurance responsibilities between the Group and the lessee; and the remaining economic
life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that
all notices and where appropriate counter-notices have been served validly and within the appropriate time.
74
Company
2013 2012
$000
$000
Amounts due from subsidiaries (non-trade)
2,899
52,313
Allowance for doubtful receivables
(2,100)
(2,100)
Net receivables
799
50,213
The non-trade amounts due from subsidiaries are unsecured, interest-free and repayable on demand.
The loans to directors were granted in accordance with the Groups Loan Scheme for Executive Directors, approved by the
shareholders at an Extraordinary General Meeting held on 29 October 1997.
The Group and the Companys exposure to credit and currency risks, and impairment losses related to trade and other receivables
are disclosed in note 15.
75
The weighted average effective interest rates per annum relating to cash and cash equivalents, at the reporting date for the
Group and Company are 0.90% (2012: 0.71%) and 1.03% (2012: 0.79%) respectively.
2012
No. of shares
(000)
$000
553,848
228,160
544,817 207,188
Ordinary shares
The holders of ordinary shares (excluding treasury shares) are entitled to receive dividends as declared from time to time, and
are entitled to one vote per share at meetings of the Company. All shares (excluding treasury shares) rank equally with regard
to the Companys residual assets.
During the financial year, the Company issued 4,931,545 (2012: 6,065,666) shares at $3.01 (2012: $2.05) per share to
shareholders in lieu of cash dividends of 3.5 cents (2012: 3.0 cents) per ordinary share pursuant to Raffles Medical Group Ltd
Scrip Dividend Scheme.
76
Pursuant to the option plans i.e. RMG 2000 Scheme and RMG 2010 Scheme, a total of 4,099,000 (2012: 4,418,000) new
fully-paid ordinary shares were also issued during the year for cash by the Company as follows:
Date of Grant
Exercise price
$
08/04/2002
0.230
31/03/2003
0.185
01/04/2004
0.330
01/04/2005
0.420
03/04/2006
0.710
02/04/2007
1.140
02/04/2007
1.150
01/04/2008
1.240
01/04/2009
0.780
01/04/2010
1.660
01/04/2011
2.200
02/04/2012
2.340
No. of Shares
2013
2012
139,000
84,000
168,000
475,000
131,000
269,000
501,000
802,000
851,000
679,000
216,000
158,000
242,000
309,000
280,000
120,000
337,000
420,000
1,276,000
836,000
224,000
4,099,000 4,418,000
Unissued ordinary shares of the Company under options granted to eligible directors and employees under the Companys
Employee Share Option Scheme are disclosed in note 10.
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations whose functional currencies are different from the functional currency of the Company, and exchange differences
on monetary items which form part of the Groups net investment in foreign operations, provided certain conditions are met.
The share option reserve comprises the cumulative value of employee services received for the issue of share options.
On 31 October 2000, the shareholders of the Company approved the Raffles Medical Group (2000) Share Option Scheme
(RMG 2000 Scheme) at the Extraordinary General Meeting. The Scheme is administered by the Committee comprising three
directors, Dr Wee Beng Geok, Professor Lim Pin and Dr Loo Choon Yong.
(i)
Subscription price:
(a) The exercise price of the options is determined at the average closing price of the Companys shares on the Singapore
Exchange Securities Trading Limited on the three business days immediately preceding the date of grant of such
options; or
(b) The discounted value of the share price determined under (a) above, provided that the maximum discount shall not
exceed 20% of (a) above.
77
(ii) The options vest on such date in respect of such proportion of the option amount as the Committee may prescribe but
shall be no earlier than 1 year after the grant date for (i)(a) and 2 years after the grant date for (i)(b).
(iii) The options granted expire after 10 years for employees and 5 years for non-employees from the grant date unless they
are cancelled or have lapsed.
At the Annual General Meeting held on 30 April 2010, the shareholders of the Company adopted the Raffles Medical Group
(2010) Share Option Scheme (RMG 2010 Scheme) for the Company. The existing RMG 2000 Scheme was concurrently
terminated. The termination of the RMG 2000 Scheme will, however, not affect the subscription rights comprised in options
granted pursuant to the RMG 2000 Scheme prior to the termination. Such options will continue to be exercisable in accordance
with the rules of the RMG 2000 Scheme. However, no further options will be granted under the RMG 2000 Scheme.
(i)
Subject to any adjustment pursuant to any variation of the share capital of the Company, the subscription price for each
share under the RMG 2010 Scheme shall be:
(a) a price equal to the average of the last dealt prices for a share, as determined by reference to the daily official list or
other publication published by the Singapore Exchange Securities Trading Limited for the three consecutive market
days immediately preceding the offer date of that option, rounded up to the nearest whole cent, provided that in
the case of a Market Price Option that is proposed to be granted to a Controlling Shareholder or an Associate of a
Controlling Shareholder, the Subscription Price for each share shall be equal to the average of the last dealt price(s)
for a share, as determined by reference to the daily official list published by the Singapore Exchange Securities Trading
Limited, for the three consecutive market days immediately preceding the latest practicable date prior to the date of
any circular, letter or notice to the Shareholders proposing to seek their approval of the grant of such options to such
Controlling Shareholder and/or Associate of a Controlling Shareholder; or
(b) the discounted value of the share price determined under (a) above, provided that the maximum discount shall not
exceed 20% of (a) above, and
(c) the prior approval of the shareholders of the Company in general meeting shall have been obtained for the making
of offers and grants of options at a discount not exceeding the maximum discount in a separate resolution (for the
avoidance of doubt, such prior approval shall be required to be obtained only once and, once obtained, shall, unless
revoked, authorise the making of offers and grants of options under the RMG 2010 Scheme at such discount for the
duration of the RMG 2010 Scheme), or
(d) the prior approval of the shareholders of the Company in general meeting shall have been obtained for the discount
exceeding 20% of the market price if it is prescribed or permitted for the time being by the Singapore Exchange
Securities Trading Limited.
(ii) The options vest on such date in respect of such proportion of the option amount as the Committee may prescribe but
shall be no earlier than 1 year after the grant date for (i)(a) and 2 years after the grant date for (i)(b).
(iii) The options granted expire after 10 years for employees and 5 years for non-employees from the grant date unless they
are cancelled or have lapsed.
The RMG 2010 Scheme is administered by a committee comprising Directors of the Company duly authorised and appointed
by the Board to administer the RMG 2010 Scheme. The Scheme is administered by the Committee comprising four directors,
Dr Wee Beng Geok, Mr Koh Poh Tiong (appointed on 2 January 2014), Professor Lim Pin and Dr Loo Choon Yong.
78
Movements in the number of share options and their related weighted average exercise prices are as follows:
Weighted
Weighted
average
No. of
average
exercise price
options
exercise price
2013
2013
2012
$
(000)
$
No. of
options
2012
(000)
Outstanding at 1 January
Granted during the year
Cancelled/Lapsed during the year
Exercised during the year
1.690
3.280
2.048
1.495
19,966
6,200
(867)
(4,099)
1.339
2.340
1.637
0.998
20,111
6,000
(1,727)
(4,418)
Outstanding at 31 December
2.178
21,200
1.690
19,966
Exercisable at 31 December
1.667
13,365
1.368
13,011
Options under RMG 2000 Scheme and RMG 2010 Scheme exercised in 2013 resulted in 4,099,000 ordinary shares being
issued at weighted average exercise price of $1.495 each.
In 2013, 867,000 options under RMG 2000 Scheme and RMG 2010 Scheme were forfeited at weighted average exercise price
of $2.048 each.
Options were exercised on a regular basis throughout the year. The weighted average share price during the year was $3.17
(2012: $2.35) per share.
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Date of grant of options
Expiry date
Exercise price
$
31/03/2003
30/03/2013
0.185
01/04/2004
31/03/2014
0.330
01/04/2005
31/03/2015
0.420
03/04/2006
02/04/2016
0.710
02/04/2007
01/04/2017
1.150
01/04/2008
31/03/2013
1.240
01/04/2008
31/03/2018
1.240
01/04/2009
31/03/2014
0.780
01/04/2009
31/03/2019
0.780
01/04/2010
31/03/2015
1.660
01/04/2010
31/03/2020
1.660
01/04/2011
31/03/2016
2.200
01/04/2011
31/03/2021
2.200
02/04/2012
01/04/2017
2.340
02/04/2012
01/04/2022
2.340
01/04/2013
31/03/2018
3.280
01/04/2013
31/03/2023
3.280
Options outstanding
2013
2012
(000)
(000)
142
207
586
1,012
903
150
1,769
160
2,468
180
2,953
350
4,346
430
5,544
139
226
375
1,067
1,217
122
1,099
350
2,258
235
3,213
380
3,662
510
5,113
21,200
19,966
The fair value of services received in return for share options granted are measured by reference to the fair value of share options
granted. The estimate of the fair value of the services received is measured based on a Black-Scholes Option Pricing model.
79
Date of grant of options
Fair value of share options and assumptions
Fair value at measurement date
Share price
Exercise price
Expected volatility
Expected option life
Expected dividend yield
Risk-free interest rate
Group
01/04/2013
02/04/2012
$0.548 - $0.593
$0.383 - $0.416
$3.29
$3.28
22.11%
4.2 - 5.1 years
1.57%
1.44%
$2.32
$2.34
21.61%
4.2 - 5.0 years
1.55%
1.84%
The expected volatility is based on the historic volatility (calculated based on the weighted average expected life of the share
options), adjusted for any expected changes to future volatility due to publicly available information.
There are no market conditions associated with the share option grants. Service conditions and non-market performance
conditions are not taken into account in the measurement of the fair value of the services to be received at the grant date.
Movements in deferred tax assets and liabilities of the Group during the year are as follows:
Recognised
At
in profit
At
1 January
or loss
31 December
2012
(note 17)
2012
$000
$000
$000
Group
Property, plant and equipment
Tax value of unabsorbed wear
and tear allowances
Other items
1,748
(1)
(168)
152
1
(62)
1,900
(230)
Recognised
in profit
At
or loss
31 December
(note 17)
2013
$000
$000
447
10
1,579
91
1,670
457
Company
Property, plant and equipment
471
(72)
399
101
Other items
(112)
15
(97)
32
80
359
(57)
302
133
2,347
(220)
2,127
500
(65)
435
Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when the deferred taxes relate to the same tax authority. The amounts determined after appropriate offsetting
are included in the statement of financial position as follows:
Group Company
2013 2012 2013 2012
$000
$000
$000
$000
2,127
1,670
435
302
Group
2013 2012
$000
$000
Tax losses
1,643
1,536
The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective countries
in which certain subsidiaries operate. Deferred tax assets have not been recognised in respect of these items because it is not
probable that future taxable profit will be available against which the Group can utilise the benefits therefrom.
Deposits received
4,182
3,571
Other payables 9,455 7,540 2,342
1,161
72,664 66,318 98,830
94,372
The non-trade amounts due to subsidiaries are unsecured, interest-free and repayable on demand.
The Group and the Companys exposure to currency and liquidity risk related to trade and other payables is disclosed in
note 15.
81
Group
------------- 2013 -------------
------------- 2012 -------------
Reinsurers
Reinsurers
Gross
share
Net
Gross
share
Net
$000 $000 $000 $000 $000 $000
At 1 January
11,279
(5,117)
6,162
9,400
(4,381)
5,019
Provision made
42,572
(21,425)
21,147
23,475
(7,693)
15,782
Provision used
(27,343)
9,734
(17,609)
(21,596)
6,957
(14,639)
At 31 December
26,508
(16,808)
9,700
11,279
(5,117)
6,162
The Group commenced its underwriting activities from 1 January 2005. Accordingly, the Groups policy liabilities related to those
risks written from 1 January 2005 and the Group is not liable for risks prior to this date. Historical data collated by management
were used for determining the expected ultimate claims liability. This data was also supplemented by externally available
information on industry statistics and trend.
The monitoring and evaluation of claim is actively pursued with processes. This is to ensure the adequacy of the provisions
required to meet the obligations of the Groups future liabilities. An external actuary performs regularly a valuation of the policy
liabilities in accordance with the Monetary Authority of Singapores regulations. The adequacy of the estimated policy liabilities
are verified by the actuary.
Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectation
of future events that are believed to be reasonable under the circumstances. However, future claims experience might deviate,
possibly materially from the projections. Among other reasons, this is because the ultimate claim amount will be affected by
future external events, for example, changes in the interpretation of policy conditions and the attitudes of claimants towards
settlement of their claims.
14 Interest-bearing liabilities
This note provides information about the contractual terms of the Groups interest-bearing loans and borrowings, which are
measured at amortised cost. For more information about the Groups exposure to interest rate, foreign currency and liquidity
risk, see note 15.
Group Company
2013 2012 2013 2012
$000
$000
$000
$000
82
Current liabilities
Unsecured bank loans
4,755
19,747
4,755
3,747
Effective
Year of
Face
Carrying
Currency interest rate maturity value amount
%
$000 $000
Group
2013
Fixed rate loan
HK$
1.04
2014
4,755
4,755
2012
Floating rate loan
S$
0.92
2013
16,000
16,000
Fixed rate loan
HK$
0.83
2013
3,747
3,747
19,747 19,747
Company
2013
Fixed rate loan
HK$
1.04
2014
4,755
4,755
2012
Fixed rate loan
HK$
0.83
2013
3,747
3,747
15 Financial instruments
Overview
The Group has exposure to the following risks from its use of financial instruments:
This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies and
processes for measuring and managing risk, and the Groups management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the Groups risk management framework.
The Board through the Audit Committee is responsible for developing and monitoring the Groups risk management policies.
The Groups risk management policies are established to identify and analyse the risks faced by the Group. Management together
with Audit Committee set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Groups activities. The Group, through
its training and management standards and procedures, aims to develop a disciplined and constructive control environment in
which all employees understand their roles and obligations.
The Audit Committee oversees how management monitors compliance with the Groups risk management policies and procedures,
and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit Committee
is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management
controls and procedures, the results of which are reported to the Audit Committee.
credit risk
liquidity risk
market risk
83
Credit risk
The Group has a credit policy in place which establishes credit limit for customers and monitors their balances on an ongoing
basis. Credit evaluations are performed on customers requiring credit over certain amount. The credit quality of customers is
assessed after taking into account its financial position and past experience with the customers.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Groups receivables from customers.
The carrying amount of financial assets in the statement of financial position represents the Group and the Companys respective
maximum exposure to credit risk, before taking into account any collateral held.
The Groups primary exposure to credit risk arises through its trade receivables. Concentration of credit risk relating to trade
receivables is limited due to the Groups many varied customers. The Groups historical experience in the collection of accounts
receivable falls within the recorded allowances. Due to these factors, management believes that no additional credit risk beyond
amounts provided for collection losses is inherent in the Groups trade receivables.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other
receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures,
and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet
identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets.
The allowance account in respect of trade and other receivables is used to record impairment losses unless the Group is satisfied
that no recovery of the amount owing is possible. At that point, the financial asset is considered irrecoverable and the amount
charged to the allowance account is written off against the carrying amount of the impaired financial asset.
Cash and fixed deposits are placed with banks and financial institutions which are regulated.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:
Group Company
2013 2012 2013 2012
$000
$000
$000
$000
42,565
265,907
36,382
102,482
16,090
220,046
65,617
77,223
308,472
138,864
236,136
142,840
84
Impairment losses
The ageing of trade and other receivables (excluding prepayments) at the reporting date is:
Impairment Impairment
Gross losses Gross losses
2013 2013 2012 2012
$000 $000 $000 $000
Group
No credit terms
9,336
5,724
Not past due
10,131
8,821
Past due 0 30 days
9,280
9,282
Past due 31 365 days
16,410
2,596
14,214
More than one year
300
296
1,019
37
57
2,457
127
Past due 0 30 days
3,672
3,366
Past due 31 365 days
5,655
397
5,839
400
More than one year
867
The change in impairment loss in respect of trade and other receivables during the year is as follows:
Group Company
2013 2012 2013 2012
$000
$000
$000
$000
At 1 January
Impairment loss recognised
Impairment loss utilised
2,678
707
(493)
2,850
649
(821)
2,500
463
(466)
2,505
546
(551)
At 31 December
2,892
2,678
2,497
2,500
The Group and the Company believes that the unimpaired amounts that are past due are still collectible in full, based on historic
payment behaviour and extensive analyses of customer credit risk, including underlying customers credit ratings, when available.
Based on the Groups monitoring of customer credit risk, the Group believes that apart from the above, no impairment allowance
is necessary in respect of trade receivables.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Groups approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Groups reputation.
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to
finance the Groups operations and to mitigate the effects of fluctuations in cash flows.
85
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the
impact of netting agreements:
Contractual
cash flows
$000
Within 1
year
$000
(4,759)
(71,983)
(4,759)
(71,983)
(76,742)
(76,742)
31 December 2012
Non-derivative financial liabilities
S$ floating rate loan
16,000
HK$ fixed rate loan
3,747
Trade and other payables*
66,241
(16,016)
(3,750)
(66,241)
(16,016)
(3,750)
(66,241)
(86,007)
(86,007)
(4,759)
(98,830)
(4,759)
(98,830)
Carrying
amount
$000
Group
31 December 2013
Non-derivative financial liabilities
HK$ fixed rate loan
4,755
Trade and other payables*
71,983
76,738
85,988
Company
31 December 2013
Non-derivative financial liabilities
HK$ fixed rate loan
4,755
Trade and other payables
98,830
103,585
31 December 2012
Non-derivative financial liabilities
HK$ fixed rate loan
3,747
Trade and other payables
94,372
98,119
(103,589)
(103,589)
(3,750)
(94,372)
(3,750)
(94,372)
(98,122)
(98,122)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect
the Groups income or the value of its holdings of financial instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
In respect of other monetary assets and liabilities held in currencies other than the Singapore dollars, the Group ensures that
the net exposure to currency fluctuation is kept to an acceptable level. The Group does not have significant currency risks.
86
The Groups exposure to changes in interest rates relates primarily to interest-earning financial assets and interest-bearing
financial liabilities. Interest rate risk is managed by the Group on an on-going basis with the primary objective of limiting the
extent to which net interest expense could be affected by an adverse movement in interest rates.
A change of 50 basis points (bp) in interest rates at the reporting date would have (decreased)/increased profit before tax by
the amounts shown below. This analysis assumes that all other variables in particular foreign currency rates, remain constant.
The analysis is performed on the same basis for 2012.
Group
31 December 2013
Variable rate instruments
31 December 2012
Variable rate instruments
(80)
80
Capital management
The Boards policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. The Board of Directors monitors the return on equity, which the Group defines as net
income divided by total shareholders equity excluding non-controlling interest. The Board also monitors the levels of dividends
to ordinary shareholders.
The Board seeks to maintain a balance between higher returns that might be possible with higher levels of borrowings and the
advantages and security afforded by a sound capital position.
The Group has a scrip dividend scheme to provide an opportunity for ordinary shareholders to make an election to receive
dividends in the form of shares, credited as fully paid up instead of cash. It will enable ordinary shareholders to participate in the
equity capital of the Group without incurring brokerage fees, stamp duty and other related costs. The Group will also benefit from
the participation by ordinary shareholders in the scheme as, to the extent that ordinary shareholders elect to receive dividend
in the form of shares, the cash which would otherwise be payable by way of cash dividends may be retained to fund the growth
and expansion of the Group. The issue of shares in lieu of cash dividends under the scheme will also enlarge the Groups share
capital base and the retention of cash will strengthen its working capital position.
The Group has a defined share buy-back plan to purchase its own shares on the market; the timing of these purchases depends
on market prices.
The Company and its subsidiaries are not subject to externally imposed capital requirements, except for Raffles Health Insurance
Pte Ltd which is required to comply with applicable insurance regulations.
87
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position,
are as follows:
Other financial
liabilities within
Total
Loans and
the scope of
carrying
receivables
FRS 39
amount
Fair value
$000 $000 $000 $000
Group
31 December 2013
Trade and other receivables #
42,565
42,565
Cash and cash equivalents
265,907
265,907
42,565
265,907
308,472
Trade and other payables*
71,983
Interest-bearing liabilities
4,755
308,472
71,983
4,755
71,983
4,755
76,738
31 December 2012
Trade and other receivables #
36,382
Cash and cash equivalents
102,482
76,738
76,738
138,864
Trade and other payables*
66,241
Interest-bearing liabilities
19,747
308,472
36,382
102,482
36,382
102,482
138,864
138,864
66,241
19,747
85,988
85,988
Company
31 December 2013
Trade and other receivables #
16,090
16,090
Cash and cash equivalents
220,046
220,046
66,241
19,747
85,988
16,090
220,046
236,136
Trade and other payables
98,830
Interest-bearing liabilities
4,755
236,136
103,585
31 December 2012
Trade and other receivables #
65,617
Cash and cash equivalents
77,223
103,585
142,840
Trade and other payables
94,372
Interest-bearing liabilities
3,747
142,840
94,372
3,747
94,372
3,747
98,119
# Excludes prepayments
* Excludes deferred income
98,119
98,119
88
98,830
4,755
65,617
77,223
236,136
98,830
4,755
103,585
65,617
77,223
142,840
The following items have been included in arriving at profit for the year:
Group
2013 2012
$000
$000
Interest expense
- bank loans
49
235
Interest income
(960)
(465)
Audit fees paid to:
- auditors of the Company
123
113
- other auditors
11
11
Non-audit fees paid:
- auditors of the Company
124
10
- other auditors
10
10
Property, plant and equipment written-off
102
102
Value of employee services received for issue of share options,
2,946
2,236
included in staff costs
Impairment of intangible assets
152
17 Tax expense
Group
2013 2012
$000
$000
Tax recognised in profit or loss
Current tax expense
Current year
Overprovided in prior years
10,469
(983)
9,536
(251)
Deferred tax expense
Movements in temporary differences
Underprovided in prior years
9,486
9,285
457
35
56
Tax expense
457
91
9,943 9,376
89
Group
2013 2012
$000
$000
Profit before tax
Tax using the Singapore tax rate of 17% (2012: 17%)
Non-deductible expenses
Tax exempt income
Tax incentives
Tax effect of unrecognised tax losses
Overprovided in prior years
Others
95,238
66,585
16,190
11,319
1,217
953
(4,363)
(938)
(2,225)
(1,914)
54
151
(983)
(195)
53
9,943
9,376
18 Disposal of a subsidiary
On 31 October 2013, the Group disposed a wholly owned subsidiary, Raffles Medical Management Pte Ltd (now known as
Orchard Investment Holdings Pte Ltd) for net proceeds of $119,232,000 after deducting costs incurred upon disposal. As a
result, the Group recognised a gain on disposal of $20,388,000.
Note
$000
98,922
102
(180)
98,844
20,388
Cash inflow from disposal
119,232
2013 2012
$000
$000
84,892
56,849
No. of
No. of
shares shares
(000)
(000)
544,817
2,540
2,771
534,333
3,000
2,540
550,128
539,873
90
2013 2012
$000
$000
84,892
For the purpose of calculating the diluted earnings per ordinary share, the weighted average number of ordinary shares in issue
is adjusted to take into account the dilutive effect arising from the dilutive share options, with the potential ordinary shares
weighted for the period outstanding.
The effect of the exercise of share options on the weighted average number of ordinary shares in issue is as follows:
Group
56,849
2013 2012
No. of
No. of
shares shares
(000)
(000)
550,128
6,778
539,873
5,533
556,906
545,406
20 Operating segments
The Group has 3 reportable segments, as described below, which are the Groups strategic business units. The strategic business
units offer different products and services, and are managed separately because they require different technology and marketing
strategies. For each of the strategic business units, the Groups Chairman reviews internal management reports regularly. The
following summary describes the operations in each of the Groups reportable segments:
Healthcare services
The operations of medical clinics and other general medical services; provision of health
insurance, trading in pharmaceutical and nutraceutical products and diagnostic equipment,
and provision of management and consultancy services.
Hospital services
The provision of specialised medical services and operation of hospital and business of medical
laboratory and imaging centre.
Investment holdings
Investment holding.
Performance is measured based on segment profit before tax, as included in the internal management reports that are reviewed
by the Groups Chairman. Segment profit is used to measure performance as management believes that such information is
most relevant in evaluating the results of certain segments relative to other entities operating within these businesses.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on
a reasonable basis. Unallocated items mainly comprise deferred and current tax liabilities and assets.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used
for more than one period.
91
92
Revenue and expenses
External revenue
124,481
117,186
231,302
205,753
10,285
11,045
366,068
333,984
Inter-segment revenue
1,657 2,542 14,758 11,411 8,664 8,398 25,079 22,351
Finance expenses
(34)
(37)
(15)
(198)
(49)
(235)
Depreciation of property, plant and equipment
(2,286)
(2,026)
(3,332)
(3,249)
(177)
(158)
(5,795)
(5,433)
Impairment of intangible assets
(152)
(152)
Reportable segment profit before tax
10,603
10,240
56,829
47,720
9,891
11,095
77,323
69,055
Reportable segment assets
511,212 426,775 120,329 103,829 245,831 339,521 877,372 870,125
Capital expenditure
3,141 3,972 4,245 5,465 1,722 1,500 9,108 10,937
Reportable segment liabilities
132,593 120,658 54,086 49,679 203,383 299,924 390,062 470,261
Reconciliations of reportable segment revenues, profit or loss, assets and liabilities and other material items
2013 2012
$000 $000
Revenues
Total revenue for reportable segments
366,068
333,984
Elimination of inter-segment revenue
(25,079)
(22,351)
Consolidated revenue
340,989
311,633
Profit or loss
Total profit for reportable segments
77,323
69,055
Adjustment for depreciation of property, plant and equipment
(2,473)
(2,470)
Gain on disposal of a subsidiary
20,388
Consolidated profit before tax
95,238
66,585
Assets
Total assets for reportable segments
877,372
870,125
Elimination of inter-segment assets
(303,937) (375,480)
Consolidated total assets
573,435
494,645
Liabilities
Total liabilities for reportable segments
390,062
470,261
Elimination of inter-segment liabilities
(302,943) (378,034)
Unallocated amounts-current tax and deferred tax liabilities
12,523
13,002
99,642
105,229
Reportable
segment
Consolidated
totals
Adjustments
totals
$000
$000
$000
2013
Depreciation of property, plant and equipment
5,795
2,473
8,268
2012
Depreciation of property, plant and equipment
5,433
2,470
7,903
The hospital building at North Bridge Road is owned by a subsidiary and classified as Investment Property in the subsidiarys
standalone financial statements. In accordance with the Groups accounting policies, investment property is measured at fair
value and not depreciated.
For the preparation of the consolidated financial statements, the hospital building is reclassified from Investment Property to
Property, Plant and Equipment as the building is used in the supply of hospital services by the Group. Accordingly, the carrying
value of the hospital building is depreciated over its useful life in the consolidated financial statements of the Group.
The amount of $2,473,000 (2012: $2,470,000) relates to the depreciation of the hospital building for the year ended 31
December 2013.
93
Geographical segments
With respect to the presentation of geographical segment information, the Groups segments are mainly managed and operating
in Singapore. Accordingly, the Group does not consider it meaningful to allocate revenues, assets and capital expenditure to
specific geographical segments.
Major customer
There is no customer within the segments that represents more than 10% of the Groups revenue.
A number of the Groups accounting policies and disclosures require the determination of fair value, for both financial and nonfinancial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the
following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in
the notes specific to that asset or liability.
Investment property
An external, independent valuation company, having appropriate recognised professional qualifications and recent experience
in the location and category of property being valued, values the Groups investment property every year. The fair values are
based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation
between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties had each
acted knowledgeably.
In the absence of current prices in an active market, the valuations are prepared by considering the estimated rental value of
the property. A market yield is applied to the estimated rental value to arrive at the gross property valuation. When actual rents
differ materially from the estimated rental value, adjustments are made to reflect actual rents.
Valuations reflect, when appropriate, the type of tenants actually in occupation or responsible for meeting lease commitments
or likely to be in occupation after letting vacant accommodation, the allocation of maintenance and insurance responsibilities
between the Group and the lessee, and the remaining economic life of the property. When rent reviews or lease renewals are
pending with anticipated reversionary increases, it is assumed that all notices, and when appropriate counter-notices, have
been served validly and within the appropriate time.
The fair value of the employee share options is measured using the Black-Scholes formula. Measurement inputs include share
price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility
adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based
on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on
government bonds). Service and non-market performance conditions attached to the transactions are not taken into account
in determining fair value.
Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of
interest at the measurement date.
The carrying amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables,
cash and cash equivalents, and trade and other payables) are assumed to approximate their fair values because of the short
period to maturity. All other financial assets and liabilities are discounted to determine their fair values.
94
22 Operating leases
Leases as lessee
Group Company
2013 2012 2013 2012
$000
$000
$000
$000
Within 1 year
Between 1 and 5 years
6,896
8,480
6,284
9,387
5,378
5,762
5,442
8,106
The leases typically run for an initial period of 3-6 years, with an option to renew the lease after that date. For renewed leases,
the lease payments are determined based on the prevailing market rent at the point of renewal.
Leases as lessor
The Group leases and sub-leases out its investment properties. The future minimum lease and sub-lease income receivables
under non-cancellable leases are as follows:
Group
2013 2012
$000
$000
2,718
3,498
3,592
4,436
6,216
8,028
Within 1 year
Between 1 and 5 years
During the year, $3,314,000 was recognised as rental income pertaining to investment properties held by the Group (2012:
$4,927,000). Direct expenses in relation to this rental income were as follows:
Group
Income-generating property
Vacant property
2013 2012
$000
$000
153
787
239
23 Capital commitments
At 31 December 2013, capital commitments contracted but not provided for by the Group in the financial statements amounted
to $50,543,000 (2012: $2,304,000). This relates to property development expenditure on Taman Warna and Raffles Hospital
extension.
95
24 Related parties
For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability,
directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions,
or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties
may be individuals or other entities.
Key management personnel participate in the Employee Share Option Scheme. 1,050,000 (2012: 970,000) share options were
granted to the key management personnel of the Company during the year. The share options that were granted during the year
were on the same terms and conditions as those offered to other employees of the Company as described in note 10. At the
reporting date, 2,678,000 (2012: 2,587,000) of the share options granted to the directors of the Company were outstanding.
Group
2013 2012
$000
$000
13,544
306
492
9,333
235
392
14,342
9,960
26 Subsidiaries
Company
Investments in subsidiaries
Amounts due from subsidiaries (mainly non-trade)
96
2013 2012
$000
$000
38,555
203,029
31,997
231,073
241,584 263,070
The amounts due from subsidiaries are unsecured, interest-free and repayable on demand. The management of the Company
does not intend for the amounts to be repaid within the next twelve months.
26 Subsidiaries (contd)
Place of
incorporation
Name of subsidiary
Principal activities
and business
Effective equity
interest held by
the Group
2013 2012
% %
100
100
100
1
Raffles Hospital Properties
Property owner
Singapore
100
100
Pte Ltd
2
Raffles International Medical
Provision of medical evacuation
Singapore
100
100
Assistance Pte Ltd
and repatriation and provision of
medical advisory services
(currently inactive)
6
Raffles Medical Management
Property owner
Singapore
1001
Pte Ltd (now known as
Orchard Investment Holdings
Pte Ltd)
2
Raffles SurgiCentre Pte Ltd
Provision of general and
Singapore
100
100
specialised medical services
and operation of a hospital
(dormant)
1
Raffles Japanese Clinic Pte Ltd
Operation of medical clinics and
Singapore
80
80
provision of medical services
1
Raffles Health Pte Ltd
Trading in pharmaceutical and
Singapore
100
100
nutraceutical products and
diagnostic equipment
1
Aptitude (2003) Pte Ltd
Provision of advisory and
Singapore
100
100
consultancy services and
developing IT solutions
97
26 Subsidiaries (contd)
Place of
incorporation
Name of subsidiary
Principal activities
and business
Effective equity
interest held by
the Group
2013 2012
% %
1
Raffles Chinese Medicine
Provision of general medical services,
Singapore
100
100
Pte Ltd
acupuncture and acupressure
1
Raffles Medical China Pte Ltd
Investment holding and provision
Singapore
100
100
(formerly known as Raffles Korean
of medical services and hospital
Clinic Pte Ltd) and its subsidiaries
operation
2
Shenzhen Investments Pte Ltd
Investment holding (dormant)
Singapore
100
2
Shanghai Capital Pte Ltd
Investment holding (dormant)
Singapore
100
98
International Medical
Investment Co., Ltd
Investment holding
(dormant)
Singapore
100
100
Property owner
Singapore
100
100
100
100
Investment holding
(dormant)
26 Subsidiaries (contd)
3
4
KPMG LLP is the auditor of all significant Singapore-incorporated subsidiaries. For this purpose, a subsidiary is considered
significant as defined under the Singapore Exchange Limited Listing Manual if its net tangible assets represents 20% or more
of the Groups consolidated net tangible assets, or if its pre-tax profits account for 20% or more of the Groups consolidated
pre-tax profits.
5
6
27 Dividends
After the respective reporting dates, the directors proposed a one-tier tax exempt final dividend of 4.0 cents (2012: 3.5 cents)
per share amounting approximately to $22,154,000 (2012: $19,069,000), which is based on the number of shares outstanding
as at the end of the financial year. The dividends have not been provided for and there is no income tax consequences.
28 Subsequent events
On 14 January 2014, the Group completed the acquisition of the property at 100 Taman Warna for a total purchase consideration
of $54.8 million upon fulfilment and satisfaction of all the terms of the sale and purchase agreement entered into with DBS
Bank Ltd on 13 December 2013.
On 21 January 2014, the Group had agreed to acquire from the Singapore Land Authority a land site adjacent to Raffles Hospital
for a purchase consideration of $105.2 million.
99
Shareholdings Statistics
As at 11 March 2014
Class of shares
Voting rights
- Ordinary shares
- 1 vote per ordinary share
No. of Shareholders
No. of Shares
648
4,642
1,159
20
10.02
71.76
17.91
0.31
170,947
15,877,935
45,754,807
492,759,173
0.03
2.86
8.25
88.86
6,469
100.00
554,562,862
100.00
492,759,173
88.86
SUBSTANTIAL SHAREHOLDERS
Name
Direct Interest
Deemed Interest
Total Interest
38.72
214,723,511
38.72
Note:
1 Dr Loo Choon Yong is deemed to be interested in an aggregate of 233,509,896 shares held through Raffles Medical Holdings Pte Ltd in which he is a director and
shareholder of, S & D Holdings Pte Ltd in which he is a director and shareholder of, and his spouse, Mdm Leong Lai Chee.
2 Aberdeen Asset Management PLC is deemed to be interested in an aggregate of 41,214,356 shares held by various accounts managed or advised by its subsidiaries
over which its subsidiaries have disposal and voting rights.
3 Aberdeen Asset Management Asia Limited (AAMAL) is deemed to be interested in an aggregate of 38,002,356 shares held by various accounts managed or advised
by AAMAL over which AAMAL has disposal and voting rights.
101
To receive and adopt the Directors Report, Audited Financial Statements for the year ended 31 December 2013 and the Auditors
Report thereon.
[Resolution 1]
2. To declare a one-tier tax exempt final dividend of 4.0 Singapore cents per share for the year ended 31 December 2013 in
accordance with the Scrip Dividend Scheme (2012: 3.5 Singapore cents per share).
[Resolution 2]
3.
To approve Directors Fees ($253,000) for the year ended 31 December 2013 (2012: $180,000).
[Resolution 3]
4. To re-elect Professor Lim Pin, a Director retiring in accordance with Section 153(6) of the Singapore Companies Act, to hold
office from the date of this AGM until the next AGM.
[Resolution 4]
5. To re-elect Mr Raymond Lim Siang Keat, who is retiring in accordance with Article 92 of the Articles of Association of the
Company, and who, being eligible, will offer himself for re-election.
[Resolution 5]
6. To re-elect Mr Koh Poh Tiong, who is retiring by rotation in accordance with Article 93 of the Articles of Association of the
Company, and who, being eligible, will offer himself for re-election.
[Resolution 6]
7. To re-elect Mr Kee Teck Koon, who is retiring by rotation in accordance with Article 93 of the Articles of Association of the
Company, and who, being eligible, will offer himself for re-election.
[Resolution 7]
8. To re-elect Dr Loo Choon Yong, who is retiring by rotation in accordance with Article 93 of the Articles of Association of the
Company, and who, being eligible, will offer himself for re-election.
[Resolution 8]
9.
To re-appoint KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. [Resolution 9]
10. To transact any other business which may be properly transacted at an AGM.
[Resolution 10]
AS SPECIAL BUSINESS
11. Authority to Allot and Issue Shares
That pursuant to Section 161 of the Singapore Companies Act, Chapter 50, and Rule 806 of the Listing Manual of the Singapore
Exchange Securities Trading Limited (SGX-ST), authority be and is hereby given to the Directors of the Company to:
(a) (i) allot and issue shares and convertible securities in the capital of the Company whether by way of rights, bonus or
otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, Instruments) that might or would require shares to be
issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other
instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their
absolute discretion deem fit; and
(b) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue shares and convertible
securities in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
provided that:
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of
Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares
(excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of
which the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to shareholders
of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution)
does not exceed 20% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as
calculated in accordance with sub-paragraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate
number of shares that may be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on
the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is
passed, after adjusting for:
(i)
(ii) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share
awards, which are outstanding or subsisting at the time this Resolution is passed; and
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual
of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of
Association for the time being of the Company; and
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in
force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required
by law to be held, whichever is the earlier.
[Resolution 11]
12. Authority to Allot and Issue Shares Under the Raffles Medical Group Share Option Scheme
That pursuant to Section 161 of the Singapore Companies Act, Chapter 50, the Directors of the Company be and are hereby
authorised to offer and grant options in accordance with the provisions of the Raffles Medical Group Share Option Scheme (the
Scheme) and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be
issued pursuant to the exercise of such options under the Scheme, provided that the aggregate number of shares to be issued
pursuant to the Scheme shall not exceed 15% of the total number of issued shares (excluding treasury shares) of the Company
from time to time.
[Resolution 12]
(a) for the purposes of Sections 76C and 76E of the Singapore Companies Act, Chapter 50, the exercise by the Directors of
the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of
the Company (Shares) not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices
as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way
of:
(i)
an on-market Share Buy Back (On-Market Share Buy Back), transacted on the SGX-ST through the ready market or
the special trading counter on SGX-ST trading system or on any other securities exchange on which the Shares may
for the time being be listed and quoted, through one or more duly licensed stock brokers appointed by the Company
for the purpose; and/or
103
(ii) off-market purchase(s) (Off-Market Equal Access Share Buy Back) (if effected otherwise than on the SGX-ST or,
as the case may be, Other Exchange) in accordance with any equal access scheme(s) as may be determined or
formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the
Singapore Companies Act, and otherwise in accordance with all other laws and regulations and rules of the SGX-ST
or, as the case may be, Other Exchanges as may for the time being be applicable, be and is hereby authorised and
approved generally and unconditionally (the Share Buy Back Mandate);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company
pursuant to the Share Buy Back Mandate may be exercised by the Directors at any time and from time to time during the
period commencing from the date of the passing of this Resolution and expiring on the earlier of:
(i)
(ii) the date by which the next AGM of the Company is required by law to be held;
in this Resolution:
(c)
Average Closing Price means the average of the last dealt prices of a Share for the five consecutive market days on
which the Shares are transacted on the SGX-ST immediately preceding the date of the On-Market Share Buy Back by the
Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Equal Access Share Buy
Back, and deemed to be adjusted, in accordance with the listing rules of the SGX-ST, for any corporate action that occurs
after the relevant five-day period;
Date of the Making of the Offer means the date on which the Company announces its intention to make an offer for an
Off-Market Equal Access Share Buy Back, stating the purchase price (which shall not be more than 5% above the Average
Closing Price of the Shares, excluding related expenses of the purchase or acquisition) for each Share and the relevant
terms of the equal access scheme for effecting the Off-Market Equal Access Share Buy Back;
Maximum Percentage means that the number of issued Shares representing 10% of the issued Shares of the Company
as at the date of the passing of this Resolution; and
Maximum Price in relation to a Share to be purchased or acquired, means the purchase price (excluding related brokerage,
commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) which shall not
exceed:
(i)
(ii) and in the case of an off-market purchase of a Share, more than 5% of the Average Closing Price of the Shares; and
in the case of a market purchase of a Share, more than 5% of the Average Closing Price (as defined above) of the
Shares;
(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as they and/or he may consider expedient or necessary to give
effect to the transactions contemplated and/or authorised by this Resolution.
[Resolution 13]
14. Authority to Issue Ordinary Shares Pursuant to the Raffles Medical Group Ltd Scrip Dividend Scheme
That authority be and is hereby given to the Directors of the Company to allot and issue from time to time such number of ordinary
shares as may be required to be allotted and issued pursuant to the Raffles Medical Group Ltd Scrip Dividend Scheme.
[Resolution 14]
105
IMPORTANT
1. For investors who have used their CPF monies to buy Raffles Medical Group
Ltd shares, the Annual Report is forwarded to them at the request of their CPF
Approved Nominee and is sent FOR INFORMATION ONLY.
Proxy Form
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for
all intents and purposes if used or purported to be used by them.
I/We
of
being a member/members of Raffles Medical Group Ltd (the Company) hereby appoint:
Name
Address
NRIC / Passport
Number
Proportion of
Shareholdings (%)
Address
NRIC / Passport
Number
Proportion of
Shareholdings (%)
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf, and if necessary, to demand a poll at the Annual General Meeting
of the Company to be held on Wednesday, 23 April 2014 at 11.30 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies
to vote for or against the Resolution to be proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given, the
proxy/proxies will vote or abstain from voting at his/her/their discretion.
No.
To be used on a
show of hands
RESOLUTIONS
For*
Against*
To be used in the
event of a poll
For**
Against**
ORDINARY BUSINESS
1.
2.
3.
4.
Re-election of Professor Lim Pin retiring under Section 153 (6) of the Companies Act
5.
Re-election of Mr Raymond Lim Siang Keat, who is retiring in accordance with Article
92 of the Articles of Association of the Company
6.
Re-election of Mr Koh Poh Tiong, who is retiring by rotation in accordance with Article
93 of the Articles of Association of the Company
7.
Re-election of Mr Kee Teck Koon, who is retiring by rotation in accordance with Article
93 of the Articles of Association of the Company
8.
Re-election of Dr Loo Choon Yong, who is retiring by rotation in accordance with Article
93 of the Articles of Association of the Company
9.
10.
SPECIAL BUSINESS
11.
12.
Authority to Allot and Issue Shares Under the Raffles Medical Group Share Option Scheme
13.
14.
Authority to Issue Ordinary Shares Pursuant to the Raffles Medical Group Ltd Scrip
Dividend Scheme
* Please indicate how you wish to vote For or Against with an X within the box provided.
** If you wish to use all your votes For or Against, please indicate with an X within the box provided. Alternatively, please indicate the number
of votes placed accordingly.
Dated this
day of
2014
Total Number of
Shares Held
107
Affix
Stamp
Here
Please
Notes:
A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and
vote instead of him. Such proxy need not be a member of the Company. Where a member appoints two proxies, the appointments shall be invalid
unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy.
The instrument appointing a proxy or proxies (together with the power of attorney, if any, under which it is signed or a notarially certified copy thereof)
must be deposited at the registered office of the Company at 585 North Bridge Road, Raffles Hospital, #11-00, Singapore 188770, not less than 48
hours before the time fixed for the Annual General Meeting.
A corporation which is a member may authorise by resolution of its directors or other governing body, such person as it thinks fit to act as its
representative at the 25th Annual General Meeting, in accordance with Section 161 of the Companies Act, Chapter 50 of Singapore.
Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section
130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of shares. If you have shares entered against your name in
the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares entered
against your name in the Depository Register and registered in your name in the Register of Members.
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the
true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies.
In addition, in the case of members whose shares are entered in the Depository Register, the Company may reject any instrument appointing a proxy
or proxies lodged if such members are not shown to have shares entered against their names in the Depository Register as at 48 hours before the
time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited (CDP) to the Company.